Advent International Corporation, Permira Advisers LLC, Crosspoint Capital Partners, Canada Pension Plan Investment Board, GIC Private Limited and Abu Dhabi Investment Authority entered into a definitive agreement to acquire McAfee Corp. (NasdaqGS:MCFE) for $12 billion on November 5, 2021. As part of the transaction, the Investor Group will acquire all outstanding shares of McAfee common stock for $26.00 per share in an all-cash transaction. Parent has obtained equity financing and debt financing commitments for the purpose of financing the transactions contemplated by the Merger Agreement. Funds advised by the GIC Private Ltd., the Sponsors or their respective affiliates have committed to capitalize Parent at the Closing with an aggregate equity contribution equal to $5.2 billion on the terms and subject to the conditions set forth in signed equity commitment letters. JPMorgan Chase Bank, N.A., Bank of America, N.A., Credit Suisse AG, Cayman Islands Branch, Barclays Bank PLC, Citibank, N.A. (and/or its affiliates), HSBC Bank USA, National Association, Royal Bank of Canada, CPPIB Credit Investments III Inc., UBS AG, Stamford Branch and PSP Investments Credit II USA LLC (collectively, the “Debt Arrangers”) have agreed to provide Parent with debt financing consisting of a $6.66 billion first lien term loan facility, a $1 billion first lien cash flow revolving facility and a $2.32 billion senior unsecured bridge facility. PSP Investments Credit USA LLC and NB Andes LP (collectively, the “Preferred Equity Financing Sources”) have agreed to provide Parent with preferred equity financing in an aggregate principal amount of up to $800 million on the terms and subject to the conditions set forth in a preferred equity commitment letter. The transaction will be accounted as a "purchase transaction" for accounting purposes.

If the Merger is consummated, McAfee will be delisted from the NASDAQ Global Select Market and deregistered under the Securities Exchange Act of 1934. The transaction is subject to the adoption of the Merger Agreement by a majority of the holders of the outstanding shares of Company Stock, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the expiration of applicable waiting periods or approval under other certain antitrust laws, clearance of the Merger by the interagency Committee on Foreign Investment in the United States, receipt of all required regulatory and antitrust approvals and the satisfaction or waiver of the other Closing conditions. On January 31, 2022, the European Commission received an application for approval of the transaction. McAfee Corp's board of directors has approved the Merger Agreement and, subject to certain exceptions set forth in the Merger Agreement, resolved to recommend that the McAfee stockholders adopt the Merger Agreement. The Supporting Stockholders, which collectively own 65,951,599 shares of Class A Common Stock and 227,349,460 shares of Class B Common Stock representing approximately 35.86% of the total outstanding Class A Common Stock and 89.40% of the total outstanding Class B Common Stock, respectively, or approximately 67.91% of the total voting power entered into the voting support agreement. On February 9, 2022 the transaction was approved by McAfee shareholders. As of February 22, 2022, McAfee Corp received receipt of the CFIUS clearance in connection with the merger On February 23, 2022, the Company received written notice from the Competition Commission of Switzerland that the transactions contemplated by the merger agreement are authorized in Switzerland, and accordingly all applicable consents and approvals for the Merger required under the applicable antitrust laws in Switzerland have been received. On February 24, 2022, McAfee Corp. received notice from the European Commission that the proposed merger is approved unconditionally under the EU Merger Regulation and the Agreement on the European Economic Area in the European Union/European Economic Area, and accordingly all applicable consents and approvals required under the applicable antitrust laws in the European Union/European Economic Area have been received regarding the transactions contemplated by the Agreement and Plan of Merger. The transaction is expected to close by the end of the second quarter of 2022. As of December 21, 2021, the transaction is expected to complete in the first half of 2022. As of February 24, 2022, McAfee Corp. expects to complete the Merger on March 1, 2022.

Brian T. Mangino, Amber Banks, Michael T. Gershberg, J. Christian Nahr, Nathaniel L. Asker, Tobias Caspary, Jason R. Ertel, Amir R. Ghavi, Michael J. Anstett, Joshua D. Roth, Alan S. Kaden, Aleksandr B. Livshits, Melissa A. Meyrowitz, Michael A. Kleinman, William A. Reed, Eden Lichaw; and Kelsey B. Massey of Fried, Frank, Harris, Shriver and Jacobson LLP and Jay Ptashek, Yuli Wang, Michael Kim, Joshua Korff, Jared Rusman and Steven Ort of Kirkland & Ellis acted as legal advisors to the investor group. Goldman Sachs & Co. LLC acted as fairness opinion provider to McAfee. Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are serving as financial advisors to McAfee and Michael Roh, Kate H. Withers, Paul Scrivano, Howard Glazer, Kate Withers, Daniel McCaughey, Adam Greenwood, Ama Adams, Maria Calvet, Randall Bodner, Ruchit Patel, Jonathan Klarfeld, Arek Maczka, Jay Kim, Megan Bisk, Kyle Higley, Megan Baca, Thomas Burke, Owen LaFreniere, Gregory Demers, Deidre Johnson, Edward McNicholas and Thomas Holden of Ropes & Gray,Baker McKenzie and Moulton Moore Stella are serving as legal counsel. Craig W. Adas of Weil, Gotshal & Manges LLP acted as legal advisor to Canada Pension Plan Investment Board. JP Morgan Securities LLC, BofA Securities, Inc., Barclays Capital Inc. and Citigroup Global Markets Inc. are serving as financial advisors, with Bryant Stibel Group serving as strategic operating advisors to the Investor Group. Marilyn French Shaw of Weil, Gotshal & Manges LLP acted as legal advisor to Advent International Corporation. Skadden acted as legal advisor to McAfee Corp. American Stock Transfer & Trust Company, LLC acted as transfer agent and Innisfree M&A Inc. acted as proxy solicitor to McAfee. McAfee paid a fees of $15,000 Innisfree. McAfee will pay a transaction fee of approximately $35 million, plus a discretionary fee of up to approximately $7 million, all of which is contingent upon consummation of the transaction, to Goldman Sachs.Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisor to Crosspoint Capital Partners. Sidley Austin LLP acted as legal advisor to GIC Pte. Ltd. Evercore Inc. (NYSE:EVR) acted as financial advisor to Advent International Corporation.

Advent International Corporation, Permira Advisers LLC, Crosspoint Capital Partners, Canada Pension Plan Investment Board, GIC Private Limited and Abu Dhabi Investment Authority completed the acquisition of McAfee Corp. (NasdaqGS:MCFE) on March 1, 2022. Effective upon completion of the merger, in accordance with the merger agreement, Sohaib Abassi, Gunther Bright, Mary Cranston, Peter Leav, Tim Millikin, Emily Rollins, Kathy Willard, Jon Winkelried and Jeff Woolard each ceased to be directors of McAfee. As part of the transaction, Bruce Chizen, Senior Advisor at Permira, will become Chairman of McAfee's Board of Directors. Greg Clark also joined McAfee's Board of Directors.